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MUMBAI: Besides the $75-million (Rs 515-crore) settlement that Vijay Mallya got from Diageo for walking away from United Spirits, he's also landed a sweet property deal. This allows him or his nominee to purchase 13 residential, non-core properties of India's largest spirits maker located in the country.

Mallya will get a 10 per cent discount on three of these prime USL properties, one each in Goa, Delhi and Mumbai, as was revealed on an analyst call. While all this hasn't gone down too well with shareholder activists, the agreement may also be scrutinised by the Securities and Exchange Board of India, an official said.

The regulator, the corporate affairs ministry and other agencies may check the deal for violations of insider trading and corporate governance norms besides other irregularities.

"Diageo has been absolutely spineless in handling this entire deal," said Anil Singhvi, who runs Institutional Investor Advisory Services (IIAS). "Despite evidence clearly showing that Mallya violated several laws, Diageo chose to smoke the peace pipe for the good of USL. Who is Diageo to decide that?"

He said minority shareholders should be compensated from the settlement offered to Mallya.

"How can they fritter away company assets by offering discounts to Mallya as if they are obliged to him for stepping down? These are USL properties," Singhvi said. "Diageo has to be taken to task for not taking care of the minority shareholders in USL who form 50 per cent. The Indian board of USL has a fiduciary duty to be responsible for Diageo's actions."

Singhvi also questioned the need for a settlement after Mallya was recently termed a 'wilful defaulter' by State Bank of India and Punjab National Bank over unpaid dues by his Kingfisher Airlines, which hasn't flown since 2012.

"Mallya would have had to step down anyway once the banks called him a wilful defaulter," said Singhvi. "When have we last heard of a case in India where the promoter flouts all rules and he is paid compensation for stepping down as chairman?" Since the settlement is to be paid in the UK, it may be difficult for Indian lenders to recover money he owes them, although some bank executives said they may try to do so anyway.

Analysts tracking the company said the property deal will allow USL to get rid of some of its liabilities. "The properties were valued at Rs 290 crore two years ago and it must have appreciated," said Abneesh Roy, associate director at Edelweiss Capital, a brokerage. "USL can divest these as well and get rid of some contingent liabilities."

The company said the properties would be priced at fair market value as assessed by a reputed independent valuer appointed by USL, with a 10 per cent discount applying to three of them. United Spirits also said it will continue to pursue a claim for the recovery of Rs 1,339 crore ($195 million) of loans to former group company United Breweries Holdings Ltd even after Mallya leaves the company, reported Reuters.

Experts said that while Diageo may have been too generous, it may not have had much choice in the matter. Diageo should have picked up on questionable financial deals during the due diligence it conducted before acquiring a controlling stake in United Spirits.

"Mallya had also pointed out that he made full disclosures to Diageo, hence the company was dilly-dallying on taking a clear stand," said a person aware of the matter.

Ultimately, it was the tough stand taken by USL's independent directors that forced Diageo to oust Mallya. "The new Companies Act holds independent directors highly accountable," said a top USL executive. They "can go to jail if the facts are not pointed out and taken up by the audit committee. It is not just a stakeholder issue".

Mallya would, however, have preferred to leave with an unsullied image. "It is clear that he went reluctantly," said an executive.

"The fact that he was called a wilful defaulter by banks and accused of diversion of funds to associate companies did not put him in the relaxed, confident space that promoters who sell out once they get a good deal generally enjoy."

Mallya had expressed his happiness over the deal with Diageo in a release on Thursday.

"The time has now come for me to move on and end all the publicised allegations and uncertainties about my relationship with Diageo and USL," he had said. "I am pleased to have been able to agree terms with Diageo and USL. The agreement we have reached secures my family legacy." Some experts said the wilful defaulter tag could create trouble for Mallya in his other joint ventures, such as beer maker United Breweries Ltd (UBL). He's chairman of the joint venture with Heineken.

"This could snowball into an issue with other companies too where Mallya is associated," said a UBL executive. "If the banks say they will not lend to United Breweries, then it would create issues for Mallya as chairman of the board. As of today, he has not done anything that will challenge his board position here."